现代西方发达国家的实践已经充分证明 ,法人治理结构理论是一套能较好解决公司激励与约束问题的理论。但是 ,该理论与国有的融合问题仍未有效解决。本文根据已有理论成果 ,提出了一个新的理论命题 ,并在此基础上重新审视了“依照出资比例分配控制权”的已有结论 ,突破了“同股、同权、同利”的基本原则。研究结果表明 :国有企业与法人治理结构理论融合是必要的 ,也是可能的 ,并提出了二者融合的具体改革设想 The practice of the modern western developed countries has fully proved that the theory of corporate governance structure is a set of theories that can better solve the problems of company motivation and restraint. However, the issue of the integration of the theory with state ownership has not yet been effectively solved. Based on the existing theoretical results, this paper proposes a new theoretical proposition, and on this basis, re-examines the existing conclusion that “the control power is distributed according to the proportion of capital contribution”, breaking through the basic concepts of “common stock, equal rights, and equal profits” in principle. The results show that the integration of state-owned enterprises and corporate governance structure theory is necessary and feasible, and the specific reform ideas of the two are proposed